Run!
by Uncle Charlie
Summary: What did Napoleon see that has turned the UNCLE agent into a nervous mess? That's exactly what Illya wants to know. Written for the Scrapbook's 2015 Halloween Challenge


For **selyndaep**

Napoleon had preceded me into the compound, our guns drawn and our nerves taunt. We didn't know what to expect, but it certainly wasn't finding everyone inside to be dead. There was a strange mucus on their bodies, but we didn't stop to examine it or them. Instead we pushed further into the building, towards where our surveillance had placed the labs. THRUSH was up to something and we wanted to know what.

Then I tripped and realized my shoe was untied.

"Go on ahead of me," I told Napoleon as I knelt to tie it. I'd only taken two steps when Napoleon came barreling around the corner his face white and his eyes wide.

"RUN!"

We're taught at Survival School to act instinctively when given a command by a senior agent. Even if that wasn't the case, the sheer terror in Napoleon's voice put wings on my feet and I took off. I really didn't know where I was headed as I stumbled past the bodies of fallen THRUSH agents. Napoleon was hot on my heels, his breath coming in great gasping pants against the back of my neck.

I spotted a door marked with a green EXIT sign and headed there. For a moment I was afraid it would be locked or a dead end – THRUSH loved to play those sorts of tricks, but as luck would have it, it opened out into a courtyard. Our men were still making their way in and I paused to see what Napoleon would do, but he just pushed past me. He caught my arm and pulled, nearly yanking me off my feet.

We made our way past oncoming agents and I gestured wildly. "Fall back! Get the word out! Fall back!"

They had been similarly trained as well and immediately the forward surge paused and started retreating.

We kept up this killing pace until we were in the woods, well away from the compound. Napoleon's legs finally gave out from running and he toppled down on the forest floor, pine needles breaking his fall. I stopped, bent over, supporting myself by bending over and grasping my knees.

When I was finally able to draw my breath without wheezing, I asked. "Napoleon, what-?"

"I can't. Don't ask me that. I can't." There was such a stricken look in those eyes gazing back at me that I, of course, immediately nodded.

"Okay." I dropped to the ground and waited for the communicator to chirp. Eventually someone would wonder where we were or at least I hoped they would. Mostly I took the time to watch Napoleon. The only thing I could think was that he seemed hunted or perhaps haunted by the visions of whatever he'd seen.

My communicator chirped and I answered it. "Kuryakin."

"Illya!" I recognized the voice of Tommy Banks, a Section Two out of London Office. "We need your special talents here. Mr. Waverly wants us to send the place sky high."

"Copy that. Kuryakin out." I started to stand and Napoleon grabbed my arm hard enough that I knew there would be bruises later. "Napoleon?"

"I can't… you have to understand…"

I patted his hand. "It's okay, Napoleon. You wait here and catch your breath. I'll be back."

"Be careful. Be very careful." He wouldn't even look in the direction of the THRUSH stronghold.

"I will."

QQQ

That should have been the end of it, but it wasn't. I surrounded the structure with enough explosive to level a small skyscraper and brought it to a sticky end. I say that because there was this… stuff, for lack of a better word, that covered everything afterwards, making the ruins a sticky mess. We shook our heads and left it for the recon team to make heads or tails out of all.

My job done, I went back to look into the forest for Napoleon, only to be told that he'd hitched a ride back to town with one of the other surveillance teams. The fact that he'd left me to my own devices was unusual to say the least, but not the first time. He no doubt had found some shapely agent and followed her back into town.

When I checked for message at the front desk, the manager stopped me. She was a redhead and earlier Napoleon had been trying to convince her to show him the town.

"Mr. Kuryakin, is your friend all right?"

The question sent a shot of panic to my gut. "I think so. Why?"

"He came in here and if I hadn't known it was him, I wouldn't have recognized him. The maid just returned from making up your room and said that Mr. Solo shouted at her to leave him alone."

"You are right. That's not like Napoleon at all. I will have a word with him. Thank you."

I hurried to our room and found it locked from within. I knocked on it. "Napoleon?" I waited and tried again. "Napoleon?"

The voice that answered me was that of a stranger. "Illya? Are you… are you alone?"

"Yes, quite alone."

Another long minute passed and finally the door opened just a slit. Apparently I passed muster because it opened wider.

He looked up and down the hall, then opened it just wide enough for me to squeeze in.

"What is going on with you?' I snapped and pushed past him. I was tired, dirty and just a bit annoyed with his actions.

"Nothing." I could smell the alcohol on his breath, but left it alone. He was a big boy and I had no place chastising him about drinking after an assignment. I could have used a couple myself.

Instead, I stripped off and grabbed a shower. At least coming in at odd hours ensured enough hot water for me to use.

I toweled off and then left the bathroom moist and steamy. I traded the towel for my pajamas and went in to sleep the sleep of the worthy. I carried a glass of water with me, just in case I woke up thirsty.

Napoleon was sitting on the bed, knees pulled up to his chin, and staring at the door. A half bottle of cheap whiskey was sitting opened on the nightstand, but I ignored it. Instead I climbed into bed and reached for the light.

"Don't."

I hesitated. Napoleon was the last person I would consider of when thinking of people afraid of the dark, but there was an edge to his voice. I nodded. As tired as I was, it didn't matter if the light stayed on or off.

QQQQ

The shriek jarred me from a sound sleep and I pulled my P-38, aiming it at the door, even while still half asleep. There was nothing there. The noise had come from the other bed. Napoleon was thrashing and ripping at his sheets. I set my weapon aside and went to stand by the bed. The way his limbs were going, to get any closer promised a bloody nose or worse.

"Napoleon, wake up." My voice sounded more firm than it felt. We had nightmares, I didn't know an agent who didn't suffer from night terrors now and again. It usually followed being captured by THRUSH and kept as their 'guest' for a few days. This time, however, I was lost as to the cause.

"Napoleon." This time my voice must have reached him because he stopped and looked confusedly around the room and then at me.

"Illya? Is it gone?"

"Is what gone, Napoleon?" I sat down on the edge of his bed. "You have been acting odd all day. Do you tell me what's going on or do I have to bring in the big guns?"

"Water?"

I handed him the glass I'd placed earlier and he drained it.

"And?"

"Thank you?" His voice had a bit of his old spirit in it.

"And now tell me. What did you see that scared you so much?"

He shivered, but I knew it had nothing to do with the temperature of the room. "I can't…"

"Don't give me that. Tell me what you saw."

"It was… I can't describe it. Large, with tentacles, like some kind of odd land octopus. It was eating them. It saw me and I could read its thoughts. It was gaining knowledge through ingesting its victims."

"That's crazy."

"All I knew was that I had to get out of there."

"It called me by name." He covered his face with his hands. "Illya, I don't know what it was. I've faced death a dozen times over. I've seen horrific things horrific things and never blinked. I was more scared than I'd ever been before." He paused and regarded the empty glass. "I knew it wanted to kill me and you, as well."

I took the glass from him and refilled it from the bathroom sink. I regarded my image, tired and grey. When did I get this old? The glass overfilled and the spilling water jarred me from my thoughts.

"Here." I handed it back over and he again drank all of it.

"Sort of a pathetic story, huh, for deserting my post."

"Napoleon, you are one of the bravest men I've ever known. I don't know what you saw, but if it frightened you this badly, I can only guess at its horror."

"Thanks for believing me."

"Not at all. Let's get some sleep." I stood and he caught my hand. I cocked my head at his unasked question and then nodded. He slid over to make room for me and I stretched out beside him. God only knows what people at HQ would have said if they'd seen us, but they don't understand what it's like to be partners.

It was just after dawn when my communicator woke me. Napoleon grumbled and rolled over, taking the covers with him. I carried the communicator to the bathroom.

"Channel D is open. Kuryakin."

"Ah, Mr. Kuryakin." My boss's voice was familiar and comforting. "Is Mr. Solo there with you?"

"He's still asleep, sir."

"I have a plane booked for both of you. It will leave at noon. Be so good as to be on it."

"Yes, sir." I hesitated. "Sir, was anything recovered from the THRUSH compound?"

"It's very odd that you should ask that. It appeared that THRUSH was dabbling in some sort of genetic mutation program. They were attempting to create a living breathing monster that would do its bidding. Sadly, it would appear that the monster, in fact, turned on them."

"Sir?"

"I'll brief you more upon your return, but they were calling it, The _Cthulhu Project."_


End file.
